Southern Cross University is established as a corporate body governed by a Council with broad powers to run courses, hire staff, manage property and pursue commercial activities to fund its academic objects. The Act requires internal Guidelines, a commercial‑activity Register and Ministerial oversight (including referrals to Auditor‑General/Ombudsman), preserves transferred staff/students’ entitlements, and creates duties, removal rules and reporting obligations to balance commercial freedom with accountability.
This Act establishes Southern Cross University as a corporate body and sets out its constitution, objects, powers, governance architecture and transitional arrangements for the transfer of certain former campuses. Mechanically, the Act does the following.
Creates the legal entity “Southern Cross University” (ss 4-5) and states its primary object as promoting scholarship, research, free inquiry, the interaction of research and teaching, and academic excellence within the limits of the University’s resources (s 6(1)).
Prescribes the University’s principal functions, including provision of university-standard education and research (s 6(2)(a)-(c)), public participation (s 6(2)(d)), conferral of degrees and awards (s 6(2)(e)), and development of governance, admissions and quality assurance sufficient to ensure academic integrity (s 6(2)(g)). It also authorises commercial functions and revenue generation (s 6(3)(a) and (a1)), and expressly allows functions outside New South Wales and Australia (s 6(4)).
Constitutes the governing authority as a Council with membership categories and operating procedures (ss 9A, 9B; Schedule 1). The Council is given broad administrative, financial and academic control: monitoring the Vice‑Chancellor, approving mission, strategic direction, budget and business plan, overseeing risk management and financial arrangements, authorising borrowing and investment, approving significant commercial activities, and imposing fees (s 16 and subs).
Establishes the Academic Board and senior offices (Chancellor, Deputy Chancellor, Vice‑Chancellor) and the procedure for election/appointment and removal in specified circumstances (ss 11-13; s 12A for removal by no confidence motions).
Provides property powers for the Council to acquire, manage and deal with land and other property, with specified limitations in respect of “relevant land” acquired from the State at nominal or less than market value (s 18). Where property used for the University is vested in the Crown, the Council has control and management but is subject to Ministerial control and limits on alienation (s 19).
Current sections
Direct links to the current provisions in Southern Cross University Act 1993.
This Act commences on a day or days to be appointed by proclamation.
3
Definitions
3 Definitions
3 Definitions
(1) In this Act—
commercial functions of the University means the commercial functions described in section 6 (3) (a).
Council means the Council of the University.
University means the Southern Cross University established by this Act.
Note—
The Interpretation Act 1987 contains definitions and other provisions that affect the interpretation and application of this Act.
(2) In this Act, a reference to a graduate of the University is a reference to a person who is the recipient of a degree or diploma, or of such other award or certificate as may be prescribed by the by-laws, conferred or awarded by or on behalf of—
(a) the University, or
(b) any former institution that is currently a part of the University (having become a part of the University or any predecessor of the University pursuant to the Higher Education (Amalgamation) Act 1989 or otherwise), or
(c) any predecessor of the University or of any institution referred to in paragraph (b).
(3) In this Act—
(a) a reference to a function includes a reference to a power, authority and duty, and
(b) a reference to the exercise of a function includes, where the function is a duty, a reference to the performance of the duty.
(4) Notes included in this Act do not form part of this Act.
s 3: Am 2001 No 101, Sch 6 [1]; 2004 No 115, Sch 3 [1].
Part 2
Constitution and functions of the University
Part 2 Constitution and functions of the University
Part 2 Constitution and functions of the University
4
Establishment of University
4 Establishment of University
4 Establishment of University
A University is established by this Act, consisting of—
(a) a Council, and
(b) the professors and full-time members of the academic staff of the University and such other members or classes of members of the staff of the University as the by-laws may prescribe, and
(c) the graduates and students of the University.
5
Incorporation of University
5 Incorporation of University
5 Incorporation of University
The University is a body corporate under the name of the Southern Cross University.
6
Object and functions of University
6 Object and functions of University
6 Object and functions of University
(1) The object of the University is the promotion, within the limits of the University’s resources, of scholarship, research, free inquiry, the interaction of research and teaching, and academic excellence.
(2) The University has the following principal functions for the promotion of its object—
(a) the provision of facilities for education and research of university standard, having particular regard to the needs of the north coast region of the State,
(b) the encouragement of the dissemination, advancement, development and application of knowledge informed by free inquiry,
(c) the provision of courses of study or instruction across a range of fields, and the carrying out of research, to meet the needs of the community,
(d) the participation in public discourse,
(e) the conferring of degrees, including those of Bachelor, Master and Doctor, and the awarding of diplomas, certificates and other awards,
(f) the provision of teaching and learning that engage with advanced knowledge and inquiry,
(g) the development of governance, procedural rules, admission policies, financial arrangements and quality assurance processes that are underpinned by the values and goals referred to in the functions set out in this subsection, and that are sufficient to ensure the integrity of the University’s academic programs.
(3) The University has other functions as follows—
(a) the University may exercise commercial functions comprising the commercial exploitation or development, for the University’s benefit, of any facility, resource or property of the University or in which the University has a right or interest (including, for example, study, research, knowledge and intellectual property and the practical application of study, research, knowledge and intellectual property), whether alone or with others,
(a1) without limiting paragraph (a), the University may generate revenue for the purpose of funding the promotion of its object and the carrying out of its principal functions,
(b) the University may develop and provide cultural, sporting, professional, technical and vocational services to the community,
(c) the University has such general and ancillary functions as may be necessary or convenient for enabling or assisting the University to promote the object and interests of the University, or as may complement or be incidental to the promotion of the object and interests of the University,
(d) the University has such other functions as are conferred or imposed on it by or under this or any other Act.
(4) The functions of the University may be exercised within or outside the State, including outside Australia.
s 6: Subst 2001 No 101, Sch 6 [2]. Am 2014 No 43, Sch 1.3 [1].
7
7
7 (Repealed)
8
Facilities for students, staff and others
8 Facilities for students, staff and others
8 Facilities for students, staff and others
The University may, for the purposes of or in connection with the exercise of its functions, provide such facilities for its students and staff and other members of the university community as the University considers desirable.
s 8: Subst 2001 No 101, Sch 6 [3].
Part 3
The Council, authorities and officers of the University
Part 3 The Council, authorities and officers of the University
Part 3 The Council, authorities and officers of the University
Division 1
The Council
Division 1 The Council
Division 1 The Council
pt 3, div 1, hdg: Ins 2015 (97), Sch 1 [1].
9
Definitions
9 Definitions
9 Definitions
In this Division—
appointed member means a Council appointed member or a Ministerially appointed member.
categories of members—see section 9B (3).
constitution rules—see section 9B (4).
Council appointed member—see section 9F.
elected member—see section 9D.
external person means a person other than a member of the academic or non-academic staff of the University or an undergraduate or graduate student of the University.
graduate member—see section 9E.
Ministerially appointed member—see section 9G.
official member—see section 9H.
s 9: Subst 2015 (97), Sch 1 [1].
9A
The Council
9A The Council
9A The Council
(1) There is to be a Council of the University.
(2) The Council is the governing authority of the University and has the functions conferred or imposed on it by or under this Act.
(3) Schedule 1 has effect in relation to the members and procedure of the Council.
ss 9A–9H: Ins 2015 (97), Sch 1 [1].
9B
Size of Council
9B Size of Council
9B Size of Council
(1) The Council is to consist of a minimum of 11, and a maximum of 22, members.
(2) The total number of members is to be determined from time to time by a resolution passed by at least two-thirds of the members of the Council (the total number of members).
(3) The Council is to include the following categories of members—
(a) official members,
(b) elected members,
(c) Council appointed members,
(d) Ministerially appointed members.
(4) Subject to subsection (6), the number of members (other than official members) in each category is to be prescribed by rules made by the Council (in this Division called the constitution rules).
(5) A rule for the purposes of subsection (4) may be made only by a resolution passed by at least two-thirds of the members of the Council.
(6) The majority of the total number of members must be external persons.
Note—
Depending on the circumstances, the Chancellor may be counted as an external person for the purposes of subsection (6).
(7) The number of members in any one category of members must not at any time constitute a majority of the total number of members.
(8) The Council must give the Minister written notice of the terms of any resolution passed under this section within 7 days after it is passed.
ss 9A–9H: Ins 2015 (97), Sch 1 [1].
9C
Qualifications and experience of members
9C Qualifications and experience of members
9C Qualifications and experience of members
(1) Of the members of the Council—
(a) at least 2 must have financial expertise (as demonstrated by relevant qualifications and by experience in financial management at a senior level in the public or private sector), and
(b) at least one must have commercial expertise (as demonstrated by relevant experience at a senior level in the public or private sector).
(2) All appointed members must have expertise and experience relevant to the functions exercisable by the Council and an appreciation of the object, values, functions and activities of the University.
ss 9A–9H: Ins 2015 (97), Sch 1 [1].
9D
Elected staff and student members
9D Elected staff and student members
9D Elected staff and student members
(1) The constitution rules are to prescribe the number of persons to comprise the following categories of members—
(a) elected (academic staff) members,
(b) elected (non-academic staff) members,
(c) elected (student) members.
Note—
There may also be elected (graduate) members if the constitution rules so provide—see section 9E.
(2) Of the members elected under this section—
(a) at least one must be a member of the academic staff of the University elected by members of the academic staff, and
(b) at least one must be a member of the non-academic staff of the University elected by members of the non-academic staff, and
(c) at least one must be a student of the University who—
(i) is not employed on a full-time basis (or on such other basis as the by-laws may prescribe) as a member of the academic or non-academic staff of the University, and
(ii) is elected by the students of the University.
(3) The members referred to in subsection (2) (a)–(c) are—
(a) to have such qualifications as may be prescribed by the by-laws, and
(b) to be elected in the manner prescribed by the by-laws.
ss 9A–9H: Ins 2015 (97), Sch 1 [1].
9E
Graduate members
9E Graduate members
9E Graduate members
(1) At least one member of the Council, or such greater number of members as may be prescribed by the constitution rules, must be external persons who are graduates of the University.
(2) The constitution rules may provide for the persons referred to in subsection (1) to become members of the Council in any one or more (or combination) of the following ways—
(a) by election as elected (graduate) members in the manner prescribed by the by-laws,
(b) by appointment by the Council under section 9F,
(c) by appointment by the Minister under section 9G.
(3) A rule providing for the appointment of a member by the Minister under section 9G may be made only with the approval of the Minister.
(4) The members referred to in subsection (1) are to have such qualifications (if any) as may be prescribed by the by-laws.
ss 9A–9H: Ins 2015 (97), Sch 1 [1].
9F
Council appointed members
9F Council appointed members
9F Council appointed members
(1) The Council may appoint as members of the Council such number of external persons as is prescribed by the constitution rules for the category of Council appointed members.
(2) The by-laws are to prescribe the procedures for the nomination of persons for appointment under this section.
ss 9A–9H: Ins 2015 (97), Sch 1 [1].
9G
Ministerially appointed members
9G Ministerially appointed members
9G Ministerially appointed members
(1) The Minister may appoint as members of the Council 2 external persons, or such greater number of external persons (not exceeding 6) as is prescribed by the constitution rules for the category of Ministerially appointed members.
(2) The Minister may not appoint a member of the Parliament of New South Wales, the Parliament of the Commonwealth or another State or the Legislative Assembly of a Territory as a Ministerially appointed member.
(3) Without limiting the discretion of the Minister under subsection (1), the Council may suggest to the Minister persons who the Council considers would be appropriate for appointment by the Minister.
ss 9A–9H: Ins 2015 (97), Sch 1 [1].
9H
Official members
9H Official members
9H Official members
The official members of the Council are the following—
(a) the Chancellor,
(b) the Vice-Chancellor,
(c) the person for the time being holding the office of presiding member of the Academic Board (if the person is not the Vice-Chancellor) or of deputy presiding member of the Academic Board (if the presiding member is the Vice-Chancellor).
ss 9A–9H: Ins 2015 (97), Sch 1 [1].
10
Term of office
10 Term of office
10 Term of office
(1) Subject to this Act, a member of the Council holds office as follows—
(a) in the case of an official member, while the member holds the office by virtue of which he or she is a member,
(b) in the case of a Ministerially appointed member or Council appointed member, for such term (not exceeding 4 years) as may be specified in the member’s instrument of appointment,
(c) in the case of an elected member other than an elected (graduate) member, for such term (not exceeding 2 years) as may be prescribed by the by-laws,
(d) in the case of an elected (graduate) member, for such term (not exceeding 4 years) as may be prescribed by the by-laws.
(2) The need to maintain an appropriate balance of experienced and new members on the Council must be taken into account—
(a) by the Council, when making the by-laws required under this section, and
(b) by the Minister and the Council, when appointing members to the Council.
(3) A person must not be appointed or elected to serve more than 12 consecutive years of office (unless the Council otherwise resolves in relation to the person).
s 10: Am 1999 No 85, Sch 1.23 [2] [3]. Subst 2004 No 115, Sch 3 [2]. Am 2005 No 98, Sch 2.53. Subst 2015 (97), Sch 1 [1].
Division 2
Other officers and bodies
Division 2 Other officers and bodies
Division 2 Other officers and bodies
pt 3, div 2, hdg: Ins 2015 (97), Sch 1 [1].
11
Chancellor
11 Chancellor
11 Chancellor
(1) The Council is to elect a person (whether or not a member of the Council) to be the Chancellor of the University, and is to do so—
(a) at its first meeting or as soon as practicable thereafter, and
(b) whenever a vacancy in the office of Chancellor occurs.
(2) The Chancellor, unless he or she sooner resigns or is removed from office as Chancellor, holds office for such period (not exceeding 4 years), and on such conditions, as may be prescribed by the by-laws.
(3) The Chancellor has the functions conferred or imposed on the Chancellor by or under this or any other Act.
s 11: Am 2011 No 51, Sch 3.3 [1].
12
Deputy Chancellor
12 Deputy Chancellor
12 Deputy Chancellor
(1) The Council is to elect one of its members to be the Deputy Chancellor of the University, and is to do so—
(a) at its first meeting or as soon as practicable thereafter, and
(b) whenever a vacancy in the office of Deputy Chancellor occurs.
(2) The Deputy Chancellor, unless he or she sooner resigns or is removed from office as Deputy Chancellor or ceases to be a member of the Council, holds office for 2 years from the date of election and on such conditions as may be prescribed by the by-laws.
(3) In the absence of the Chancellor, or during a vacancy in the office of Chancellor or during the inability of the Chancellor to act, the Deputy Chancellor has all the functions of the Chancellor.
s 12: Am 2011 No 51, Sch 3.3 [2].
12A
Removal from office of Chancellor or Deputy Chancellor
12A Removal from office of Chancellor or Deputy Chancellor
12A Removal from office of Chancellor or Deputy Chancellor
(1) The Council may remove the Chancellor or Deputy Chancellor from office by a no confidence motion passed in accordance with this section if it considers it in the best interests of the University to do so.
(2) The removal from office may be effected only if the no confidence motion is supported by at least a two-thirds majority of the total number of members for the time being of the Council at two consecutive ordinary meetings of the Council.
(3) The Chancellor or Deputy Chancellor may be removed from office under this section despite section 21G (6) and without the need to establish any breach of duty.
(4) This section applies to the Chancellor and Deputy Chancellor holding office on the commencement of this section and all subsequent holders of those offices.
s 12A: Ins 2011 No 51, Sch 3.3 [3].
13
Vice-Chancellor
13 Vice-Chancellor
13 Vice-Chancellor
(1) Whenever a vacancy occurs in the office of Vice-Chancellor, the Council is to appoint a person (whether or not a member of the Council) to be the Vice-Chancellor of the University.
(2) The Vice-Chancellor holds office for such period, and on such conditions, as the Council determines.
(3) The Vice-Chancellor is the chief executive officer of the University and has the functions conferred or imposed on the Vice-Chancellor by or under this or any other Act.
14
Visitor
14 Visitor
14 Visitor
(1) The Governor is the Visitor of the University but has ceremonial functions only.
(2) Accordingly, the Visitor has no functions or jurisdiction with respect to the resolution of disputes or any other matter concerning the affairs of the University (other than a matter involving the exercise of ceremonial functions only).
s 14: Subst 1994 No 16, Sch 1.
15
Academic Board
15 Academic Board
15 Academic Board
(1) There is to be an Academic Board of the University, consisting of—
(a) the Vice-Chancellor, and
(b) such other persons as the Council may, in accordance with the by-laws, determine.
(2) The constitution and functions of the Academic Board are to be as prescribed by the by-laws, subject to subsection (1).
Part 4
Functions of the Council
Part 4 Functions of the Council
Part 4 Functions of the Council
16
Functions of Council
16 Functions of Council
16 Functions of Council
(1A) The Council—
(a) acts for and on behalf of the University in the exercise of the University’s functions, and
(b) has the control and management of the affairs and concerns of the University, and
(c) may act in all matters concerning the University in such manner as appears to the Council to be best calculated to promote the object and interests of the University.
(1B) Without limiting the functions of the Council under subsection (1A), the Council is, in controlling and managing the affairs and concerns of the University—
(a) to monitor the performance of the Vice-Chancellor, and
(b) to oversee the University’s performance, and
(c) to oversee the academic activities of the University, and
(d) to approve the University’s mission, strategic direction, annual budget and business plan, and
(e) to oversee risk management and risk assessment across the University (including, if necessary, taking reasonable steps to obtain independent audit reports of entities in which the University has an interest but which it does not control or with which it has entered into a joint venture), and
(e1) without limiting paragraph (e), to enter into or participate in arrangements or transactions, or combinations of arrangements or transactions, to effect financial adjustments for the management of financial risks, and
(f) to approve and monitor systems of control and accountability for the University (including in relation to controlled entities within the meaning of section 16A), and
(g) to approve significant University commercial activities (within the meaning of section 21A), and
(h) to establish policies and procedural principles for the University consistent with legal requirements and community expectations, and
(i) to ensure that the University’s grievance procedures, and information concerning any rights of appeal or review conferred by or under any Act, are published in a form that is readily accessible to the public, and
(j) to regularly review its own performance (in light of its functions and obligations imposed by or under this or any other Act), and
(k) to adopt a statement of its primary responsibilities, and
(l) to make available for members of the Council a program of induction and of development relevant to their role as such a member.
(1) Without limiting the functions of the Council under subsection (1A), the Council may, for and on behalf of the University in the exercise of the University’s functions—
(a) provide such courses, and confer such degrees and award such diplomas and other certificates and awards, as it thinks fit, and
(b) appoint and terminate the appointment of academic and other staff of the University, and
(c) (Repealed)
(d) obtain financial accommodation (including, without limitation, by the borrowing or raising of money) and do all things necessary or convenient to be done in connection with obtaining financial accommodation, and
(e) invest any funds belonging to or vested in the University, and
(f) promote, establish or participate in (whether by means of debt, equity, contribution of assets or by other means) partnerships, trusts, companies and other incorporated bodies, or joint ventures (whether or not incorporated), and
(g) (Repealed)
(h) establish and maintain branches, campuses and colleges of the University, within the University and elsewhere, and
(i) make loans and grants to students, and
(j) impose fees, charges and fines.
(2) The functions of the Council under this section are to be exercised subject to the by-laws.
(3) Schedule 2 has effect in relation to the investment of funds by the Council.
Note—
Division 7.3 of the Government Sector Finance Act 2018 regulates the provision of annual reporting information to Parliament by the Council and requires the Council to report on the University’s operations.
s 16: Am 1996 No 24, Sch 1; 2001 No 101, Sch 6 [4]–[11]; 2004 No 115, Sch 3 [3]; 2014 No 43, Sch 1.3 [2]; 2017 No 22, Sch 1.17 [1]–[3].
s 16, note: Ins 2004 No 115, Sch 3 [4]. Am 2018 No 70, Sch 4.92[1].
16A
Controlled entities
16A Controlled entities
16A Controlled entities
(1) The Council must ensure that a controlled entity does not exercise any function or engage in any activity that the University is not authorised by or under this Act to exercise or engage in, except to the extent that the Council is permitted to do so by the Minister under this section.
(2) The Minister may, by order in writing, permit the Council to authorise a controlled entity to exercise a function or engage in an activity of the kind referred to in subsection (1). Permission may be given in respect of a specified function or activity or functions or activities of a specified class.
(3) The Governor may make regulations providing that subsection (1) does not apply to functions or activities of a specified class.
(4) Nothing in the preceding subsections confers power on a controlled entity to engage in any activity.
(5) Nothing in the preceding subsections affects any obligations imposed on a controlled entity by or under any Act or law, other than an obligation imposed on the controlled entity by the Council at its discretion.
(5A) The Council is, as far as is reasonably practicable, to ensure—
(a) that the governing bodies of controlled entities—
(i) possess the expertise and experience necessary to provide proper stewardship and control, and
(ii) comprise, where possible, at least some members who are not members of the Council or members of staff, or students, of the University, and
(iii) adopt and evaluate their own governance principles, and
(iv) document, and keep updated, a corporate or business strategy containing achievable and measurable performance targets, and
(b) that a protocol is established regarding reporting by governing bodies of controlled entities to the Council.
(6) In this section—
controlled entity means a controlled entity (within the meaning of the Government Sector Finance Act 2018) of the University or Council.
s 16A: Ins 2001 No 101, Sch 6 [12]. Am 2004 No 115, Sch 3 [5]–[7]; 2018 No 70, Sch 4.92[2].
17
Delegation by Council
17 Delegation by Council
17 Delegation by Council
(1) The Council may delegate any of its functions, other than this power of delegation, to—
(a) a member or committee of the Council, or
(b) an authority or officer of the University, or
(c) a person or body prescribed by the by-laws.
(2) A person or body to whom or which a function is delegated under this section must not sub-delegate the function.
(3) The Vice-Chancellor may sub-delegate a function if—
(a) the Council’s delegation to the Vice-Chancellor authorises the sub-delegation of the function, and
(b) the function is sub-delegated to a person or body referred to in subsection (1)(a)–(c).
s 17A: Ins 2001 No 101, Sch 6 [13]. Am 2018 No 70, Sch 4.92[3].
17B
Recommendations of Ombudsman or Auditor-General
17B Recommendations of Ombudsman or Auditor-General
17B Recommendations of Ombudsman or Auditor-General
The Council must include in each annual report of the Council as part of the report of its operations a report as to any action taken by the Council during the period to which the report relates to implement any recommendation made in a report of the Ombudsman or the Auditor-General concerning the Council or the University—
(a) whether or not the recommendation relates to a referral by the Minister under section 21E, and
(b) whether or not the recommendation relates to a University commercial activity (as defined in section 21A).
s 17B: Ins 2001 No 101, Sch 6 [13].
18
Powers of Council relating to University property
18 Powers of Council relating to University property
18 Powers of Council relating to University property
(1) The Council has the control and management of land and other property vested in the University.
(2) The Council may, for the purposes of this Act—
(a) acquire land and other property, and
(b) agree to carry out conditions of the acquisition of the land or other property, and
(c) grant easements and covenants over land vested in the University, and
(d) subject to subsections (3) and (4), dispose of or otherwise deal with the following—
(i) land vested in the University,
(ii) other property of the University.
(3) The Council must not sell, mortgage, charge or lease relevant land without the Minister’s approval.
(4) Despite subsection (3), the Council does not require the Minister’s approval to—
(a) lease relevant land if—
(i) the term of the lease is no more than 21 years, and
(ii) the Council is satisfied the leasing of the land is consistent with the object and functions of the University under section 6, or
(b) lease relevant land if—
(i) the term of the lease is no more than 99 years, and
(ii) the leasing of the land is for the purposes of utilities infrastructure or utilities services, or
(c) enter into a planning agreement under the Environmental Planning and Assessment Act 1979, section 7.4 if the agreement does not require the University to dedicate relevant land free of cost.
(5) The rule of law against remoteness of vesting does not apply to a condition of the acquisition of property to which the University has agreed.
(6) In this section—
acquire includes acquire by purchase, gift, grant, bequest or devise.
other property means property other than land.
relevant land means land acquired by the University from the State at nominal or less than market value.
s 18: Am 1994 No 16, Sch 1; 2014 No 43, Sch 1.3 [3]–[5]; 2017 No 22, Sch 1.17 [4]; 2017 No 23, Sch 1.3. Subst 2024 No 66, Sch 3[2].
19
Powers of Council over certain property vested in Crown
19 Powers of Council over certain property vested in Crown
19 Powers of Council over certain property vested in Crown
(1) Where any property used for the conduct of the University is vested in the Crown or a Minister of the Crown (whether as Constructing Authority or otherwise), the Council has the control and management of that property and is responsible for its maintenance.
(2) Nothing in subsection (1) enables the Council to alienate, mortgage, charge or demise any land vested in the Crown or a Minister of the Crown (whether as Constructing Authority or otherwise).
(3) Despite subsection (2), the Council may (on behalf of the Crown or a Minister of the Crown) lease land of which it has, pursuant to this section, the control and management.
(4) Such a lease—
(a) must not be granted for a term (including any option for the grant of a further term) exceeding 21 years except with the approval of the Minister, and
(b) is to contain a condition that the lease is not to be assigned and such other conditions as the Council thinks fit.
(5) The Council is, in the exercise of its functions under this section, subject to the control and direction of the Minister.
(6) This section does not apply to land used for the conduct of a campus of the University at Coffs Harbour pursuant to arrangements referred to in section 22 (Provision of joint education facility at Coffs Harbour).
s 19: Am 2014 No 43, Sch 1.3 [6].
20
Acquisition of land
20 Acquisition of land
20 Acquisition of land
(1) The Minister may, for the purposes of this Act, acquire land (including an interest in land) by agreement or by compulsory process in accordance with the Land Acquisition (Just Terms Compensation) Act 1991.
(2) The Minister may do so only if the University—
(a) applies to the Minister for acquisition of the land, and
(b) makes provision to the satisfaction of the Minister for the payment of the purchase price or of compensation for compulsory acquisition (together with all necessary charges and expenses incidental to the acquisition).
(3) For the purposes of the Public Works Act 1912, any acquisition of land under this section is taken to be for an authorised work and the Minister is, in relation to that authorised work, taken to be the Constructing Authority.
(4) Sections 34, 35, 36 and 37 of the Public Works Act 1912 do not apply in respect of works constructed under this section.
21
Grant or transfer of certain land to University
21 Grant or transfer of certain land to University
21 Grant or transfer of certain land to University
(1) If land on which the University is conducted is vested in the Crown or a Minister of the Crown (whether as Constructing Authority or otherwise), the land may—
(a) if it is vested in the Crown—be transferred to the University subject to such trusts, conditions, covenants, provisions, exceptions and reservations as the Minister for Land and Water Conservation thinks fit, or
(b) if it is vested in a Minister of the Crown—be conveyed or transferred to the University for such estate, and subject to such trusts and rights of way or other easements, as the Minister in whom the land is vested thinks fit.
(2) A conveyance, transfer or other instrument executed for the purposes of this section—
the Guidelines means the guidelines determined for the time being under section 21B.
University commercial activity means—
(a) any activity engaged in by or on behalf of the University in the exercise of commercial functions of the University, and
(b) any other activity comprising the promotion of, establishment of or participation in any partnership, trust, company or other incorporated body, or joint venture, by or on behalf of the University, that is for the time being declared by the Guidelines to be a University commercial activity.
s 21A: Ins 2001 No 101, Sch 6 [14]. Am 2014 No 43, Sch 1.3 [7].
21B
Guidelines for commercial activities
21B Guidelines for commercial activities
21B Guidelines for commercial activities
(1) The Council must by resolution determine, and must maintain, Guidelines requiring specified processes and procedures to be followed in connection with University commercial activities.
(2) The Council may by resolution amend or replace the Guidelines from time to time.
(3) Without limitation, the Guidelines may contain provision for or with respect to the following in connection with University commercial activities—
(a) requiring feasibility and due diligence assessment,
(b) requiring the identification of appropriate governance and administrative arrangements (including as to legal structures and audit requirements),
(c) requiring the undertaking of risk assessment and risk management measures,
(d) regulating and imposing requirements concerning the delegation by the Council of any of its functions under this Act in connection with University commercial activities,
(e) declaring a specified activity to be a University commercial activity for the purposes of paragraph (b) of the definition of that expression in section 21A,
(f) establishing a protocol regarding the rights and responsibilities of members of the Council in relation to commercialisation, with a view to avoiding real or apparent conflicts of interest.
(4) The Council must ensure that the Guidelines are complied with.
(5), (6) (Repealed)
s 21B: Ins 2001 No 101, Sch 6 [14]. Am 2014 No 43, Sch 1.3 [8] [9].
21C
Register of commercial activities
21C Register of commercial activities
21C Register of commercial activities
(1) The Council is to maintain a Register of University commercial activities and is to enter and keep in the Register the following details of each of those activities—
(a) a description of the activity,
(b) details of all parties who participate in the activity,
(c) details of any appointment by or on behalf of the University to relevant boards or other governing bodies,
(d) details of any meetings at which relevant matters were considered and approved for the purposes of compliance with the Guidelines,
(e) such other details as the Guidelines may require.
(2) The Guidelines may make provision for the following—
(a) exempting specified activities or activities of a specified class from all or specified requirements of this section,
(b) altering the details to be included in the Register in respect of specified activities or activities of a specified class,
(c) enabling related activities to be treated as a single activity for the purposes of the Register.
(3) The Council must comply with any request by the Minister to provide the Minister with a copy of the Register or any extract from the Register.
ss 21C–21E: Ins 2001 No 101, Sch 6 [14].
21D
Reports to Minister on commercial activities
21D Reports to Minister on commercial activities
21D Reports to Minister on commercial activities
(1) The Minister may request a report from the Council as to University commercial activities or as to any particular University commercial activity or aspect of a University commercial activity.
(2) The Council must provide a report to the Minister in accordance with the Minister’s request.
ss 21C–21E: Ins 2001 No 101, Sch 6 [14].
21E
Referral of matters to Ombudsman or Auditor-General
21E Referral of matters to Ombudsman or Auditor-General
21E Referral of matters to Ombudsman or Auditor-General
The Minister may refer a University commercial activity or any aspect of a University commercial activity (whether or not the subject of a report by the Council to the Minister)—
(a) to the Auditor-General for investigation and report to the Minister, or
(b) as a complaint to the Ombudsman that may be investigated by the Ombudsman as a complaint under the Ombudsman Act 1974.
ss 21C–21E: Ins 2001 No 101, Sch 6 [14].
Part 4A
Duties of Council members
Part 4A Duties of Council members
Part 4A Duties of Council members
pt 4A (ss 21F, 21G): Ins 2004 No 115, Sch 3 [8].
21F
Duties of Council members
21F Duties of Council members
21F Duties of Council members
The members of the Council have the duties set out in Schedule 2A.
pt 4A (ss 21F, 21G): Ins 2004 No 115, Sch 3 [8].
21G
Removal from office for breach of duty
21G Removal from office for breach of duty
21G Removal from office for breach of duty
(1) The Council may remove a member of the Council from office for breach of a duty set out in Schedule 2A.
(2) The removal from office may be effected only at a meeting of the Council of which notice (including notice of the motion that the member concerned be removed from office for breach of duty) was duly given.
(3) The removal from office may be effected only if the motion for removal is supported by at least a two-thirds majority of the total number of members for the time being of the Council.
(4) The motion for removal must not be put to the vote of the meeting unless the member concerned has been given a reasonable opportunity to reply to the motion at the meeting, either orally or in writing.
(5) If the member to whom the motion for removal refers does not attend the meeting, a reasonable opportunity to reply to the motion is taken to have been given if notice of the meeting has been duly given.
(6) A member of the Council may not be removed from office by the Council for breach of duty except pursuant to this section.
pt 4A (ss 21F, 21G): Ins 2004 No 115, Sch 3 [8].
Part 5
General
Part 5 General
Part 5 General
22
Provision of joint education facility at Coffs Harbour
22 Provision of joint education facility at Coffs Harbour
22 Provision of joint education facility at Coffs Harbour
(1) The University may enter into arrangements with the TAFE Commission, the Minister administering the Education Act 1990 and the Director-General of School Education for the purpose of the provision of university education, technical and further education and senior secondary schooling at a university campus, TAFE college and school comprising a joint facility at Coffs Harbour.
(2) For the purposes of the arrangements, the joint facility may be established as a campus of the University, a TAFE college and a school.
s 22: Am 2017 No 63, Sch 4.44.
23
Advance by Treasurer
23 Advance by Treasurer
23 Advance by Treasurer
The Treasurer may, with the approval of the Governor, advance to the Council money for the temporary accommodation of the University on such terms and conditions in relation to repayment and interest as may be agreed.
23A
Stamp duty exemption
23A Stamp duty exemption
23A Stamp duty exemption
(1) Unless the Treasurer otherwise directs in a particular case, neither the University nor the Council is liable to duty under the Duties Act 1997, in respect of anything done by the University or Council for the purposes of the borrowing of money or the investment of funds of the University under this Act.
(2) The Treasurer may direct in writing that any other specified person is not liable to duty under the Duties Act 1997 in respect of anything done for the purposes of the borrowing of money or the investment of funds of the University under this Act, and the direction has effect accordingly.
s 23A: Ins 2001 No 101, Sch 6 [15].
24
Financial year
24 Financial year
24 Financial year
The financial year of the University is—
(a) if no period is prescribed as referred to in paragraph (b)—the year commencing on 1 January, or
(b) the period prescribed by the by-laws for the purposes of this section.
25
No religious test or political discrimination
25 No religious test or political discrimination
25 No religious test or political discrimination
A person must not, because of his or her religious or political affiliations, views or beliefs, be denied admission as a student of the University or be ineligible to hold office in, to graduate from or to enjoy any benefit, advantage or privilege of the University.
26
Exemption from membership of body corporate
26 Exemption from membership of body corporate
26 Exemption from membership of body corporate
A student or graduate of the University or a member of staff of the University is entitled to be exempted by the Council, on grounds of conscience, from membership of the body corporate of the University.
27
Re-appointment or re-election
27 Re-appointment or re-election
27 Re-appointment or re-election
Nothing in this Act prevents any person from being re-appointed or re-elected to any office under this Act if the person is eligible and otherwise qualified to hold that office.
28
Seal of University
28 Seal of University
28 Seal of University
The seal of the University is to be kept in such custody as the Council may direct and is only to be affixed to a document pursuant to a resolution of the Council.
Note—
Documents requiring authentication may be sufficiently authenticated without a seal in accordance with section 50 (3) of the Interpretation Act 1987.
s 28: Am 2013 No 47, Sch 1.28 [1].
29
By-laws
29 By-laws
29 By-laws
(1) The Council may make by-laws, not inconsistent with this Act, for or with respect to any matter that is required or permitted to be prescribed or that is necessary or convenient to be prescribed for carrying out or giving effect to this Act and, in particular, for or with respect to any of the following—
(a) the management, good government and discipline of the University,
(b) the method of election of members of the Council who are to be elected,
(c) the manner and time of convening, holding and adjourning the meetings of the Council or Academic Board,
(d) the manner of voting (including postal voting or voting by proxy) at meetings of the Council or Academic Board,
(e) the functions of the presiding member of the Council or Academic Board,
(f) the conduct and record of business of the Council or Academic Board,
(g) the appointment of committees of the Council or Academic Board,
(h) the quorum and functions of committees of the Council or Academic Board,
(i) the resignation of members of the Council, the Chancellor, the Deputy Chancellor or the Vice-Chancellor,
(j) the tenure of office, stipend and functions of the Vice-Chancellor,
(k) the designation of members of staff of the University as academic staff, non-academic staff, full-time staff, part-time staff or otherwise,
(l) the number, stipend, manner of appointment and dismissal of officers and employees of the University,
(m) admission to, enrolment in and exclusion from courses of studies,
(n) the payment of such fees and charges, including fines, as the Council considers necessary, including fees and charges to be paid in respect of any of the following—
(i) entrance to the University,
(ii) tuition,
(iii) lectures and classes,
(iv) examinations,
(v) residence,
(vi) the conferring of degrees and the awarding of diplomas and other certificates and awards,
(vii) the provision of amenities and services, whether or not of an academic nature,
(viii) an organisation of students or of students and other persons,
(o) the exemption from, or deferment of, payment of fees and charges, including fines,
(p) without limiting the operation of paragraphs (n) and (o), the imposition and payment of penalties for parking and traffic infringements,
(q) the courses of lectures or studies for, the assessments for and the granting of degrees, diplomas, certificates, awards and honours and the attendance of candidates for degrees, diplomas, certificates, awards and honours,
(r) the assessments for, and the granting of, fellowships, scholarships, exhibitions, bursaries and prizes,
(s) the admission of students and former students of other universities and institutions of higher education to any status within the University or the granting to graduates of such universities or institutions, or other persons, of degrees or diplomas without examination,
(t) the establishment and conduct of places of accommodation for students (including residential colleges and halls of residence within the University) and the affiliation of residential colleges,
(u) the affiliation with the University of any educational or research establishment,
(v) the creation of faculties, schools, departments, centres or other entities within the University,
(w) the provision of schemes of superannuation for the officers and employees of the University,
(x) the form and use of academic costume,
(y) the form and use of an emblem of the University or of any body within or associated with the University,
(z) the use of the seal of the University,
(aa) the making, publication and inspection of rules.
(2) A by-law has no effect unless it has been approved by the Governor.
s 29: Am 2004 No 115, Sch 3 [9] [10].
30
Rules
30 Rules
30 Rules
(1) The by-laws may empower any authority (including the Council) or officer of the University to make rules (not inconsistent with this Act or the by-laws) for or with respect to any or all of the matters for or with respect to which by-laws may be made, except the matters referred to in sections 9D (3) (a), 9E (4), 9F (2), 10 (1) (c) and (d), 11 (2), 16 (1) (d) and (e), 24 and 29 (1) (k) and clause 3 of Schedule 1 (to the extent it relates to appointments).
(1A) Despite subsection (1), only the Council may be empowered to make rules for or with respect to which by-laws may be made concerning matters referred to in sections 9D (3) (b), 9E (2) (a) and 29 (1) (b) and clause 3 of Schedule 1 (to the extent it relates to elections) (election rules).
(1B) Election rules must be consistent with sound and democratic electoral practices, procedures and methods of voting.
(1C) The Council must ensure that any election rule it makes is made readily available to the public by whatever means the Council considers appropriate as soon as practicable after it is made.
(2) A rule—
(a) has the same force and effect as a by-law, and
(b) may, from time to time, be amended or repealed by the Council (whether or not the Council is empowered to make such a rule), or by the authority or officer of the University for the time being empowered to make such a rule, and
(c) takes effect on the day on which it is published or on such later day as may be specified in the rule, and
(d) must indicate the authority or officer who made the rule and that it is made under this section.
(3) In the event of an inconsistency between a by-law and a rule, the by-law prevails to the extent of the inconsistency.
(4) The fact that a provision of this Act specifically provides for a matter to be the subject of by-laws (without mention of rules) does not prevent the matter from being the subject of rules made in accordance with this section.
s 30: Subst 2004 No 115, Sch 3 [11]. Am 2014 No 43, Sch 1.3 [10]–[13]; 2015 (97), Sch 1 [2] [3].
31
Recovery of charges, fees and other money
31 Recovery of charges, fees and other money
31 Recovery of charges, fees and other money
Any charge, fee or money due to the University under this Act may be recovered as a debt in any court of competent jurisdiction.
32
Savings and transitional provisions
32 Savings and transitional provisions
32 Savings and transitional provisions
Schedule 3 has effect.
33
33
33 (Repealed)
Schedule 1
Provisions relating to members and procedure of the Council
Schedule 1 Provisions relating to members and procedure of the Council
Schedule 1 Provisions relating to members and procedure of the Council
(Section 9A (3))
sch 1: Am 1999 No 94, sec 7 (3) and Sch 5, Part 3; 2001 No 101, Sch 6 [16]; 2004 No 115, Sch 3 [12] [13]; 2011 No 51, Sch 3.3 [4] [5]; 2015 (97), Sch 1 [4]–[7].
6A
Use of technology
6A Use of technology
6A Use of technology
(1) Without limiting clause 6, a meeting of the Council may be called or held using any technology consented to by all the members of the Council.
(2) The consent may be a standing one.
(3) A member may only withdraw his or her consent a reasonable period before the meeting.
(4) If the members are not all in attendance at one place and are holding a meeting using technology that permits each member to communicate with other members—
(a) the members are, for the purpose of every provision of this Act and by-laws concerning meetings of the Council, taken to be assembled together at a meeting and to be present at that meeting, and
(b) all proceedings of those members conducted in that manner are as valid and effective as if conducted at a meeting at which all of them were present.
Schedule 2
Investment
Schedule 2 Investment
Schedule 2 Investment
(Section 16)
sch 2: Am 2001 No 101, Sch 6 [17]; 2014 No 43, Sch 1.3 [14] [15].
2A
Funds managers
2A Funds managers
2A Funds managers
(1) The Council may engage a funds manager to act in relation to the management of the funds belonging to or vested in the University.
(2) Such a funds manager may on behalf of the Council invest funds of the University in any investment in which the funds manager is authorised to invest its own funds or other funds.
Schedule 2A
Duties of Council members
Schedule 2A Duties of Council members
Schedule 2A Duties of Council members
(Section 21F)
sch 2A: Ins 2004 No 115, Sch 3 [14]. Am 2008 No 23, Sch 3.42; 2010 No 19, Sch 3.97 [1] [2]; 2013 No 47, Sch 1.28 [2].
Schedule 3
Savings and transitional provisions
Schedule 3 Savings and transitional provisions
Schedule 3 Savings and transitional provisions
(Section 32)
sch 3: Am 1994 No 16, Sch 1; 1999 No 85, Sch 1.23 [4]; 2001 No 101, Sch 6 [18]; 2004 No 115, Sch 3 [15]–[17]; 2005 No 64, Sch 2.50; 2014 No 43, Sch 1.3 [16] [17]; 2015 (97), Sch 1 [8]; 2017 No 22, Sch 1.17 [5].
Part 6
Miscellaneous
Part 6 Miscellaneous
Part 6 Miscellaneous
29A
Appointed members
29A Appointed members
29A Appointed members
If, on the commencement of the amendments to section 10 made by Schedule 1 to the Statute Law (Miscellaneous Provisions) Act (No 2) 1999, the membership of the Council fails to comply with section 10 (4) as so amended, then, for the purposes of clause 3 (1) of Schedule 1 to this Act, there is taken to be a vacancy in the office of the member in respect of which the failure exists.
Part 7
Provisions consequent on enactment of Universities Legislation Amendment (Financial and Other Powers) Act 2001
Part 7 Provisions consequent on enactment of Universities Legislation Amendment (Financial and Other Powers) Act 2001
(a) a person holding office under former section 10 (2) ceases to hold that office, and
(b) a person holding office under former section 10 (4) (a) or (b) or (6) is taken to be appointed as a member under new section 10 (1) (g), (b) or (c), respectively, for the balance of the person’s term of office, and
(c) a person holding office under former section 10 (5) (a), (b) or (c) is taken to be elected as a member under new section 10 (1) (d), (e) or (f), respectively, for the balance of the person’s term of office.
(2) The Council is to make all necessary by-laws and take all necessary steps to ensure, as far as possible, that the Council is duly constituted under new section 10 as soon as is reasonably practicable after the relevant day.
(3) For the purposes of making the by-laws referred to in subclause (2), the Council must be constituted so as to include all of the members required to be appointed under new section 10 (1) (b).
(4) The Council is taken to be properly constituted until such time as it is constituted in accordance with new section 10.
(5) A casual vacancy occurring in the office of a member before the Council is duly constituted under new section 10 is to be filled as follows—
(a) if the vacancy occurs in the office of a member appointed under new section 10 (1) (b), the Minister is to appoint a person whom the Minister considers appropriate,
(b) if the vacancy occurs in the office of a member appointed under new section 10 (1) (c), the Council is to appoint a person whom the Council considers appropriate,
(c) if the vacancy occurs in the office of a member elected under new section 10 (1) (d) or (e), the Council is to appoint a person qualified to hold that office,
(d) if the vacancy occurs in the office of a member elected under new section 10 (1) (f), the Council is to appoint a person qualified to hold that office following consultation with the relevant student body or bodies recognised by the Council,
(e) if the vacancy occurs in the office of a member appointed under new section 10 (1) (g), the Council is to appoint a person qualified to hold that office following consultation with the alumni association or body for the University.
(6) Subject to this Act, a member appointed under subclause (5) holds office from the time that person is appointed under that subclause until the expiry of the term of that member’s predecessor.
(7) Subject to this Act, if, on the expiry—
(a) of a member’s term of office that is continued under subclause (1) (b) or (c), or
(b) in the case of a member appointed under subclause (5), of the term of office of the member’s predecessor,
the by-laws necessary to enable a person to be duly appointed or elected (as the case may be) to that office under new section 10 are not yet in force, the member may continue to hold that office until such time as a person is so duly appointed or elected.
(8) For the purposes of subclause (1), a member filling a casual vacancy and holding office immediately before the relevant day is taken to hold that office immediately before the relevant day under the provision under which the member’s predecessor was elected or appointed.
(9) A person who ceases to hold office under subclause (1) (a)—
(a) is not entitled to any remuneration or compensation because of loss of that office, and
(b) is eligible (subject to this Act and if otherwise qualified) to be appointed as a member.
35
Maximum incumbency for Council members
35 Maximum incumbency for Council members
35 Maximum incumbency for Council members
(1) Consecutive years of office served by a member of the Council immediately before the relevant day are to be taken into account in applying clause 1 (3) of Schedule 1 in respect of the member.
(2) However, clause 1 (3) of Schedule 1 does not affect the operation of clause 34 (1) (b) or (c) or (7) of this Schedule.
36
Application of section 21G
36 Application of section 21G
36 Application of section 21G
Section 21G, as inserted by the amending Act, applies only in relation to breaches of duty constituted by acts or omissions occurring after the relevant day.
37
Effect of amendments on existing by-laws and rules
37 Effect of amendments on existing by-laws and rules
37 Effect of amendments on existing by-laws and rules
(1) Any by-law in force immediately before the relevant day is taken to have been validly made under this Act (as amended by the amending Act) but only to the extent to which it could validly have been made immediately after that day.
(2) Any rule in force immediately before the relevant day that could validly have been made immediately before that day is taken to have been validly made under this Act as amended by the amending Act.
(3) On and after 1 September 2005, subclause (2) does not validate any rule in force immediately before the relevant day that could not have been validly made after the relevant day.
38
Continuation of Council
38 Continuation of Council
38 Continuation of Council
No amendment made by the amending Act affects the continuity of the Council.
Part 9
Provisions consequent on enactment of Universities Legislation Amendment (Regulatory Reforms) Act 2014
Part 9 Provisions consequent on enactment of Universities Legislation Amendment (Regulatory Reforms) Act 2014
The Guidelines approved for the time being under section 21B, as in force immediately before the amendments made to that section by the amending Act, continue to have effect as if they were Guidelines determined by the Council under that section as amended.
41
Existing investments
41 Existing investments
41 Existing investments
An amendment made to this Act by the amending Act does not affect the appointment of a funds manager or the validity of any investment made by or on behalf of the University before the commencement of the amendment.
42
Previously acquired land
42 Previously acquired land
42 Previously acquired land
Section 18 (2)–(3), as inserted by the amending Act, extend to land acquired from the State before the insertion of those subsections.
Part 10
Provisions consequent on adoption of standard governing body provisions
Part 10 Provisions consequent on adoption of standard governing body provisions
Part 10 Provisions consequent on adoption of standard governing body provisions
43
Adoption of standard governing body provisions under the Universities Governing Bodies Act 2011
43 Adoption of standard governing body provisions under the Universities Governing Bodies Act 2011
amended provision means a provision of this Act and the by-laws amended as set out in an order made by the Minister under section 4 of the Universities Governing Bodies Act 2011.
existing member of the Council means a member of the Council as constituted immediately before the governing body resolution took effect.
governing body resolution means the governing body resolution made by the Council on 1 August 2014.
(3) An existing member of the Council continues in office until the expiration of the term for which the member was appointed or elected (subject to the member’s office becoming vacant earlier for a reason other than the expiration of the member’s term of office).
(4) For the purposes of subclause (3)—
(a) an existing member appointed by the Council under former section 10 (1) (c) who is a graduate of the University and designated by the Council for the purposes of this paragraph is taken to be a graduate member appointed by the Council pursuant to section 9E (2) (b) of the amended provisions, and
(b) any other existing member is taken to be a member of the corresponding category of membership set out in the amended provisions.
Part 11
Provision consequent on enactment of Statute Law (Miscellaneous Provisions) Act 2017
Part 11 Provision consequent on enactment of Statute Law (Miscellaneous Provisions) Act 2017
An amendment made to this Act by the Statute Law (Miscellaneous Provisions) Act 2017 does not affect the validity of any financial accommodation made by or on behalf of the University, any transaction or arrangement entered into or participated in to manage a financial risk, or any disposal or other dealing with property of the University, before the commencement of the amendment.
Source text: opening excerpt
Sourced from legislation.nsw.gov.au, CC BY 4.0.
Part 1 Preliminary
Part 1 Preliminary
Part 1 Preliminary
1 Name of Act
1 Name of Act
1 Name of Act
This Act may be cited as the Southern Cross University Act 1993.
2 Commencement
2 Commencement
2 Commencement
This Act commences on a day or days to be appointed by proclamation.
3 Definitions
3 Definitions
3 Definitions
(1) In this Act—
commercial functions of the University means the commercial functions described in section 6 (3) (a).
Council means the Council of the University.
University means the Southern Cross University established by this Act.
Note—
The Interpretation Act 1987 contains definitions and other provisions that affect the interpretation and application of this Act.
(2) In this Act, a reference to a graduate of the University is a reference to a person who is the recipient of a degree or diploma, or of such other award or certificate as may be prescribed by the by-laws, conferred or awarded by or on behalf of—
(a) the University, or
(b) any former institution that is currently a part of the University (having become a part of the University or any predecessor of the University pursuant to the Higher Education (Amalgamation) Act 1989 or otherwise), or
(c) any predecessor of the University or of any institution referred to in paragraph (b).
(3) In this Act—
(a) a reference to a function includes a reference to a power, authority and duty, and
(b) a reference to the exercise of a function includes, where the function is a duty, a reference to the performance of the duty.
(4) Notes included in this Act do not form part of this Act.
s 3: Am 2001 No 101, Sch 6 [1]; 2004 No 115, Sch 3 [1].
Part 2 Constitution and functions of the University
Enables commercial activity and investment subject to internally determined Guidelines, a maintained Register and Ministerial oversight including requests for reports and referrals to the Auditor‑General or Ombudsman (s 21A-21E).
Imposes statutory duties on Council members (Schedule 2A) and specifies removal processes for breaches (ss 21F-21G).
Deals with transitional matters consequent on the transfer of former campuses and staff, including vesting of assets and liabilities, continuation of staff terms and superannuation entitlements, student continuity, and interim Council arrangements (Schedules 3 and Parts 2-5).
The Act also confers detailed rule‑making, by‑law and delegation regimes (ss 29-30, 17) and sets out financial provisions including investment powers, ability to engage funds managers and establish investment common funds (Schedule 2). It contains a stamp duty exemption for specified borrowing and investment transactions (s 23A) and allows the Treasurer to advance funds (s 23). Finally, the Act preserves access to oversight by the Ombudsman, Auditor‑General and relevant government finance and audit statutes (s 17A).
The Act’s own marginal notes record multiple amendments and insertions (see s 3, s 6, ss 9A-9H, s 16, s 21A-21E, Schedule 2A and others). Those amendments materially adjusted governance composition, commercial and investment regimes, and duties of Council members. The statutory purpose statements in the object and functions provisions are expressed in operational terms; the Act then constructs governance, reporting, property and commercial frameworks to enable the University to perform those functions.
Main concepts
The Act organises the University around several recurring legal concepts. Each is worth isolating because it shapes decision rights and compliance obligations.
University object and functions (s 6). The object is framed narrowly in academic terms and the principal functions are detailed. The Act separates “principal functions” (education, research, dissemination, conferral of awards, academic integrity) from broader permissive powers such as commercial exploitation (s 6(2) and (3)). The commercial function language is inclusive of intellectual property and practical application of research (s 6(3)(a)).
Council as governing authority (ss 9A, 16). The Council is explicitly the governing authority (s 9A(2)) and is given control and management of University affairs (s 16(1A)-(1B)). Its enumerated duties include approving mission, budget, business plan, systems of control, risk management and significant commercial activities (s 16(1B)(d)-(g)). The Council’s functions are subject to by‑laws (s 16(2)).
Composition and member categories (ss 9B-9H; Schedule 1). Membership categories are official members (Chancellor, Vice‑Chancellor, Academic Board presiding member), elected staff and student members, Council-appointed external members, Ministerially appointed external members and graduate members (ss 9B(3), 9H). The Council must be between 11 and 22 members (s 9B(1)), with the majority of members being external persons (s 9B(6)). Qualifications, numbers and appointment methods are to be specified in constitution rules and by‑laws (s 9B(4), s 9D).
Duties and accountability (Schedule 2A; ss 21F-21G; s 17B). Council members have statutory duties to act in the best interests of the University and for a proper purpose (cl 1), to exercise care and diligence (cl 2), and to avoid improper use of position or information (cls 3-4). Material interest disclosure and exclusion from deliberations are regulated (cl 5). Failure to discharge duties can lead to removal by Council under a defined procedure (s 21G). The Council must report action on recommendations of the Ombudsman or Auditor‑General in its annual report (s 17B).
Commercial activities governance (ss 21A-21E). The Act distinguishes “commercial functions” and “University commercial activity”, requires Council-determined Guidelines setting out processes (feasibility, due diligence, governance, risk assessment, delegations, conflict of interest protocols) (s 21B), obliges maintenance of a Register with specific entries (s 21C), and gives the Minister powers to request reports and to refer matters to the Auditor‑General or Ombudsman (ss 21D-21E).
Property powers and Crown land constraints (ss 18-21). The Council may acquire, deal with and manage land and other property (s 18(1)-(2)), but cannot sell, mortgage, charge or lease “relevant land” without Ministerial approval (s 18(3)), subject to specified lease exceptions (s 18(4)). Where property is vested in the Crown, the Council has control and management but cannot alienate Crown land and is subject to the Minister’s control and direction (s 19).
Delegation and controlled entities (s 17; s 16A). The Council may delegate functions but delegates cannot sub‑delegate except as authorised (s 17(1)-(3)). Controlled entities are treated as entities whose activities must remain within the University’s authorised powers except where the Minister permits otherwise (s 16A(1)-(2)). The Council must ensure governance and reporting protocols for controlled entities (s 16A(5A)).
Investment and funds management (Schedule 2). The Council can invest University funds, engage funds managers (cl 2A), establish investment common funds (cl 3) and manage distribution of income, subject to trust terms (cl 4).
Transition mechanics for transferred campuses and staff (Schedule 3 and Parts 2-5 of Schedule 3). The Act provides detailed vesting of assets, transfer of staff with preservation of terms and superannuation entitlements, transitional management of students, by‑laws, delegations, and interim Council arrangements (Schedules and related clauses).
These concepts create a governance matrix where internal Council controls, by‑laws, Guidelines and Registers operate alongside Ministerial powers and external oversight by the Ombudsman and Auditor‑General. The Act specifies both the objectives the University must pursue and the administrative architecture for doing so, with a parallel regime for commercial and financial activity that layers internal approvals and external reporting.
Who it affects
Identify the principal groups whose legal position is altered by this Act and the primary duties or entitlements that flow from it.
The University as a legal person. The Act incorporates Southern Cross University as a body corporate (s 5), confers its object and functions (s 6) and gives it powers to acquire, hold and dispose of property subject to statutory constraints (s 18). The University acts through the Council and officers and is the legal actor in contractual, investment and commercial matters.
Council members. Membership categories and qualifications are statutory (ss 9B-9H; Schedule 1). Members have statutory duties in Schedule 2A and may be removed for breach (ss 21F-21G). The Council determines Guidelines and the Register for commercial activities (s 21B-21C) and must report on implementation of Ombudsman and Auditor‑General recommendations (s 17B). Council decisions bind the University and are key decision points for investments, hiring of the Vice‑Chancellor, approval of significant commercial activities and financial risk management (s 16(1B)(a)-(g)).
Officers and senior executives. The Chancellor, Deputy Chancellor and Vice‑Chancellor have defined appointment and tenure rules (ss 11-13). The Vice‑Chancellor is the chief executive officer with delegated powers subject to Council monitoring (s 13; s 16(1B)(a)).
Academic and non‑academic staff, students and graduates. They form parts of the University constituency (s 4). Staff transferred from former campuses have continuity of terms, leave entitlements and superannuation rights preserved under the transfer provisions (Schedule 3 Parts 2-3, especially cl 5-11). Students enrolled at the transfer day continue as University students and are to be protected against disadvantage (Schedule 3 Part 5 cl 22).
External persons and commercial counterparties. The Act authorises the University to engage in commercial functions and to participate in partnerships, trusts, companies and joint ventures (s 6(3)(a), s 16(1)(f)). Those external counterparties will interact with the University through arrangements recorded in the Register of University commercial activities (s 21C), and may be subject to oversight where the Minister requests reports or refers matters to the Auditor‑General or the Ombudsman (ss 21D-21E).
Controlled entities and their governing bodies. Controlled entities fall within the University’s accountability framework. The Council must ensure they do not undertake activities beyond University powers unless the Minister permits (s 16A(1)-(2)). The Council must, as far as reasonably practicable, ensure governing bodies of controlled entities have appropriate expertise, independent members, governance principles and reporting protocols (s 16A(5A)).
The Minister and the Treasurer. The Minister has appointment powers for up to six Ministerially appointed external Council members (s 9G(1)), can require the Council to provide reports on commercial activities (s 21D(1)), and may refer commercial activities to the Auditor‑General or the Ombudsman (s 21E). For certain property dealings the Minister must approve sales, mortgages or leases of “relevant land” (s 18(3)). The Treasurer can advance funds with Governor approval (s 23) and, by written direction, can extend the stamp duty exemption to other persons in respect of borrowing or investment for University purposes (s 23A).
The public sector oversight bodies. The Ombudsman Act 1974 and Government Sector Finance Act 2018 and Government Sector Audit Act 1983 operate in relation to the University (s 17A). The Auditor‑General can be asked to investigate by the Minister (s 21E(a)), and the Council must report action taken on any recommendations by those offices in its annual report (s 17B).
Who pays. The University funds its operations and commercial ventures from its resources and may borrow and invest funds (s 16(1)(d)-(e)). The Treasurer may advance funds (s 23). The Council may impose fees and charges on students and others (s 16(1)(j); s 29(1)(n)). Where the State has previously granted land at nominal value, the Act restricts alienation and imposes Ministerial oversight of dealings (s 18(6) and s 18(3)).
Who decides. The Council is the primary decision‑maker for University matters (s 9A(2), s 16). The Minister retains specific supervisory and appointment powers (s 9G, s 21D-21E, s 18(3), s 19(5)). The Governor must approve by‑laws (s 29(2)). The Ombudsman and Auditor‑General exercise investigatory and reporting functions where invoked (s 17A, s 21E).
Key duties and rights
The Act sets statutory duties for governance actors, and prescribes rights for staff, students and third parties. The obligations are concrete and often accompanied by process requirements.
Duties on Council and its members
The Council’s general duties include control and management of University affairs, oversight of the Vice‑Chancellor and academic activities, approval of mission, strategic direction, budget and business plan, oversight of risk management and control systems, approving significant commercial activities and ensuring grievance procedures and rights of appeal are published and accessible (s 16(1A), (1B)(a)-(l)). The Council must exercise functions subject to the by‑laws (s 16(2)).
Individual members have statutory duties in Schedule 2A: act in good faith in the best interests of the University and for a proper purpose (cl 1), act honestly and with reasonable care and diligence (cl 2), not improperly use position or information for advantage or to cause detriment (cls 3-4), and disclose material interests at Council meetings (cl 5(1)). The disclosure regime requires particulars to be recorded in a book open for inspection on payment of a fee determined by the Council (cl 5(3)).
Conflict management. After disclosure, the member must not be present during deliberation or take part in decisions unless the Council otherwise determines (cl 5(4)). The definition of “material interest” includes benefits or detriments to the member or an associate, and “associate” is broadly defined and includes spouse, family, business partners and friends known to the member (cl 5(9)-(10)).
Duties related to commercial activities
The Council must determine and maintain Guidelines requiring specified processes and procedures in connection with University commercial activities, including feasibility, due diligence, governance and risk management, delegation regulation and conflict‑of‑interest protocols (s 21B(1)-(3)). The Council must ensure Guidelines are complied with (s 21B(4)).
The Council must maintain a Register of University commercial activities with prescribed information (s 21C(1)). The Minister can request copies or extracts of the Register and the Council must comply (s 21C(3)). The Minister may request reports about commercial activities and the Council must provide them (s 21D).
Property, investment and financial obligations
The Council controls and manages land and other property vested in the University and may acquire or dispose of property subject to Ministerial approval requirements for “relevant land” (s 18(1)-(4)). The Council is authorised to borrow, invest funds and enter financial arrangements, subject to Schedule 2 investment provisions (s 16(1)(d)-(e); Schedule 2).
The Council may engage funds managers and establish investment common funds and must deal with trust restrictions (Schedule 2 cl 2A-4).
The Treasurer may advance money for temporary accommodation with Governor approval and agreed repayment terms (s 23). A statutory stamp duty exemption applies to borrowing and investment transactions unless the Treasurer directs otherwise; the Treasurer can also exempt other persons by written direction (s 23A).
Rights and protections for staff and students
Transferred staff keep the same terms and conditions, including remuneration and duration of appointment; accrued annual leave, long service leave and sick leave are preserved (Schedule 3 Part 2 cl 5-8). Superannuation contributor rights and entitlements are preserved, subject to switching to other schemes ending some protections (cl 7).
Students enrolled at a former campus at the transfer day become University students and must not be disadvantaged; the University must make arrangements with University of New England to allow completion of courses and may provide similar courses itself (Schedule 3 Part 5 cl 22). Credits for completed subjects are to be given as practicable (cl 22(3)).
No religious test or political discrimination in admission, office holding or graduation (s 25). Staff, students and graduates may be exempted from membership of the body corporate on grounds of conscience (s 26).
Procedural rights and constraints
By‑laws: the Council may make by‑laws across a broad set of matters, but a by‑law has no effect unless approved by the Governor (s 29(1)-(2)). Rules may be made under by‑laws and have the force of a by‑law; election rules must be consistent with democratic practices and the Council must make them readily available publicly (s 30(1A)-(1C)). Inconsistencies are resolved in favour of by‑laws (s 30(3)).
Removal processes: removal of a member for breach of Schedule 2A duties requires notice and a two‑thirds majority of the total number of Council members at a meeting (s 21G(1)-(4)). Removal of the Chancellor or Deputy Chancellor by no confidence requires two‑thirds support at two consecutive ordinary meetings (s 12A(2)). Ministerially appointed members can be removed by the Minister (Schedule 1 cl 2(k)).
Enforcement and oversight rights
The Minister may request reports and refer commercial activities or aspects thereof to the Auditor‑General or to the Ombudsman (ss 21D-21E). The Council must include in its annual report action taken to implement any Ombudsman or Auditor‑General recommendations (s 17B). The Ombudsman Act 1974, Government Sector Finance Act 2018 and Government Sector Audit Act 1983 operate in relation to the University (s 17A).
These duties and rights create a layered compliance architecture. Council members are fiduciary‑like actors with statutory disclosure and exclusion obligations. The Council must build and maintain internal governance processes, publish election rules and by‑laws where required, maintain Registers for commercial activity and respond to Ministerial and audit oversight. Staff and students transferred under the Act receive specific protections for continuity of terms and awards.
Penalties and enforcement
The Act does not create a broad catalogue of criminal penalties. Its enforcement architecture relies on removal, oversight, reporting obligations and administrative remedies. Key enforcement mechanisms in the Act are statutory removal for breach of duty, Ministerial powers, external oversight and public reporting.
Removal for breach of duty
A member of the Council may be removed by the Council for breach of a duty set out in Schedule 2A (s 21G(1)). The removal requires that notice of the motion (including the motion to remove for breach) be duly given to members and that the motion be supported by at least a two‑thirds majority of the total number of members at the meeting (ss 21G(2)-(3)). The member must be given a reasonable opportunity to reply orally or in writing (s 21G(4)). The formality requirements constrain the Council’s power to remove and create procedural protection for the member.
The Chancellor or Deputy Chancellor may be removed by the Council by a no confidence motion only if it is supported by at least a two‑thirds majority at two consecutive ordinary meetings (s 12A(2)). Removal under s 12A(3) may be effected without establishing a breach of duty.
Ministerial and Governor actions
The Minister may appoint Ministerially appointed Council members and remove them in accordance with the Act (s 9G(1)-(3); Schedule 1 cl 2(k)). The Minister can request reports on University commercial activities and refer matters to the Auditor‑General or Ombudsman for investigation (ss 21D-21E). These powers are investigatory and supervisory rather than punitive.
The Governor’s approval is required for by‑laws to have effect (s 29(2)). This provides an external gate for regulatory instruments made by the Council.
External oversight and reporting
The Ombudsman and Auditor‑General have jurisdiction to investigate matters referred by the Minister, and their recommendations must be reported on by the Council in its annual report, including whether the recommendation related to a Ministerial referral or to a University commercial activity (s 17B; s 21E). Section 17A affirms that the Ombudsman Act 1974 and the Government Sector Finance and Audit Acts operate in relation to the University, giving statutory bases for inquiries and audits.
The Council must maintain a Register of University commercial activities and comply with Ministerial requests for copies or extracts (s 21C(1), (3)). Failure to maintain or provide the Register could trigger Ministerial inquiries or referrals.
Administrative enforcement and remedies
Decisions of the Council and fees due to the University may be recovered as a debt in court (s 31). This is an enforcement mechanism for financial obligations owed to the University rather than a sanction on Council members.
Schedule 1 cl 5 provides protection from personal liability for Council members and persons acting under University direction if acts or omissions were done in good faith for the purpose of executing the Act. This limits civil enforcement exposure for acts done in good faith and may affect remedies against individuals.
No express criminal sanctions
The Act does not impose specific criminal sanctions for breaches of the duties in Schedule 2A. Enforcement is via removal, public reporting, audit and Ombudsman oversight, and via civil processes for debts and contractual disputes. That design places emphasis on administrative governance, reputational and institutional remedies rather than penal sanctioning of individual members.
Implications for enforcement strategy
Given the structure, enforcement will typically proceed through administrative oversight channels: Ministerial requests, Auditor‑General reports and Ombudsman investigations, supported by the Council’s internal processes such as publication of Guidelines, Registers and by‑laws, and the statutory removal routes. The Act requires procedural safeguards for any removal, limiting arbitrary dismissals and vesting discretion in the Council and the Minister within prescribed processes.
How it interacts with other laws
The Act expressly cross‑references and preserves operation of multiple other statutes and instruments. It creates interplay with Crown property law, public sector finance and audit regimes, land acquisition and public works statutes, industrial law and superannuation arrangements, and the general interpretive regime.
Direct statutory cross‑references and preservations
Ombudsman and auditing statutes: The Act states that nothing in it limits the operation of the Ombudsman Act 1974, the Government Sector Finance Act 2018 and the Government Sector Audit Act 1983 in relation to the University or the Council (s 17A). That places the University within existing public sector oversight and audit regimes and subjects it to the investigatory remit of those bodies where applicable.
Land acquisition and public works: The Minister may acquire land for University purposes under the Land Acquisition (Just Terms Compensation) Act 1991 and related public works arrangements; acquisitions are taken to be for an authorised work and the Minister is the Constructing Authority for Public Works Act 1912 purposes, with specific exemptions from certain Public Works Act provisions (s 20(1)-(4)). These cross‑references mean public works and compulsory acquisition processes apply where the Minister acts under s 20.
Corporations Act and disqualification: The grounds for vacation of office include becoming disqualified from managing a corporation under Part 2D.6 of the Corporations Act 2001 (Schedule 1 cl 2(f)-(g)). This imports federal corporation law disqualification consequences into Council membership eligibility.
Stamp and duties law: The Act provides an internal stamp duty exemption for University borrowing and investment transactions under the Duties Act 1997 unless the Treasurer directs otherwise, and allows the Treasurer to extend the exemption to other specified persons (s 23A). This modifies the state duty regime in relation to particular University financial transactions.
Industrial relations and employment law: Transfer of staff provisions preserve terms and conditions, and specifically state that nothing in the Part affects the operation of the Industrial Relations Act 1991 (Schedule 3 Part 2 cl 13(1)). Salary adjustments referring to “basic wage” link to industrial award machinery (cl 6 and cl 10).
Interpretation Act: The Act’s preliminary section notes the Interpretation Act 1987 contains definitions and provisions affecting interpretation and application of this Act (s 3 note). The Act also uses defined terms and interpretive cross‑references consistent with that framework.
Interaction with Crown property and statutory trusts
Crown land and vesting: For property used by the University but vested in the Crown, the Council has control and management but cannot alienate Crown land, and any lease of such land by the Council must contain conditions and is subject to Ministerial approval for terms exceeding 21 years (s 19). Further, “relevant land” acquired from the State at nominal or less than market value is subject to Ministerial approval for sale, mortgage or charge (s 18(3)-(4)), with specific exceptions for certain leases and planning agreements. The Act preserves trusts and conditions attaching to vested assets on transfer (Schedule 3 Part 3 cl 16(3)).
Trusts and investment powers: Investment and funds management powers are subject to express directions in or conditions of trust (Schedule 2 cl 4). That limits the exercise of investment powers where trust instruments impose constraints.
Regulatory fragmentation risk and administrative coordinates
The Act creates a governance domain partly self‑regulated (Council Guidelines, by‑laws, rules, Registers) but embedded within broader public sector oversight and procedural law. Interaction points include the Governor’s approval for by‑laws (s 29(2)), Ministerial approval of certain property dealings (s 18(3)), and Ministerial power to refer commercial activities to oversight bodies (ss 21D-21E). This makes the University partly subject to internal corporate governance processes and partly to state public‑law oversight.
Transitional statutory cross‑references
The transfer of former campuses imports vesting, staff transfer and student continuity obligations and cross‑references the University of New England Act 1989 and the University of New England Act 1993 in defining “former campus” and the transfer day (Schedule 3 Part 1). The Act authorises instruments for saving and transitional purposes (Schedule 3 cl 2).
In short, the Act sits at the intersection of public sector finance and auditing regimes, property and Crown law, employment and superannuation law, and corporate governance law. Compliance therefore requires awareness of multiple statutes and coordinated administrative practice to satisfy both internal governance instruments and external statutory obligations.
Amendment history
The Act’s text as provided contains multiple marginal notes and insertion/ amendment annotations. The statutory history recorded in the Act highlights several amendment epochs which altered governance composition, duties, commercial and investment powers, and other operational mechanics.
Key amendment markers appearing in the text
1994 amendments: s 14 substitution, reference to Visitor changes (s 14 note), and Schedule 3 entries showing Am 1994 No 16, Sch 1 in multiple clauses. These relate to visitor role and transitional matters.
1999 amendments: repeals and transitional adjustments noted (e.g., s 7 repealed , s 7: Rep 1999 No 85, Sch 1.23 [1]; Schedule 1 items amended 1999), and Statute Law (Miscellaneous Provisions) Act (No 2) 1999 referenced in Schedule 3.
2001 Universities Legislation Amendment (Financial and Other Powers) Act 2001: multiple insertions and substitutions. Significant items include substitution of s 6 (object and functions) in 2001 (s 6: Subst 2001 No 101, Sch 6 [2]) and insertion of Division 3 commercial activities (pt 4, div 3) and related sections ss 21A-21E (pt 4, div 3: Ins 2001 No 101, Sch 6 [14]). Schedule 2 amendments to investment (sch 2: Am 2001 No 101, Sch 6 [17]) and Schedule 2A insertion (sch 2A: Ins 2004 No 115, Sch 3 [14] referencing earlier amendments) also reflect this era.
2004 University Legislation Amendment Act 2004: additions of duties of Council members (Part 4A , ss 21F-21G inserted 2004 No 115, Sch 3 [8]) and other changes to Schedule 2A (Sch 2A Ins 2004 No 115, Sch 3 [14]). Section 3 footnote shows Am 2004 No 115, Sch 3 [1]. Schedule 3 documents numerous 2004 references for transitional provisions.
2005, 2008, 2010, 2011, 2013 amendments: scattered modifications of tenure, Chancellor provisions and others; e.g., s 11 Am 2011 No 51, Sch 3.3 [1]; Schedule 2A shows Am 2008 No 23, Sch 3.42; 2010 No 19, Sch 3.97; 2013 No 47, Sch 1.28.
2014 Universities Legislation Amendment (Regulatory Reforms) Act 2014: Noted amendments to s 6 and s 21A and s 21B clarification and transitional continuation of Guidelines (s 6: Am 2014 No 43, Sch 1.3 [1]; s 21A: Am 2014 No 43, Sch 1.3 [7]; s 21B amended 2014 No 43, Sch 1.3 [8]-[9]; transitional Part 9 underscores continued effect of earlier Guidelines (cl 40)). Schedule 2 shows Am 2014 No 43, Sch 1.3 [14]-[15].
2015 adoption of standard governing body provisions under the Universities Governing Bodies framework: multiple insertions of ss 9A-9H and Schedule 1 amendments referencing 2015 (s 9: Subst 2015 (97), Sch 1 [1]; Schedule 1 amended 2015 (97), Sch 1 [4]-[7]; s 30: Am 2015 (97), Sch 1 [2] [3]).
2017 Statute Law (Miscellaneous Provisions) Act 2017: Added financial accommodation and risk management mention (cl 44 in Part 11).
2018 Government Sector Finance/Audit interactions: s 17A amended 2018 No 70, Sch 4.92 [3], s 16 note Ins 2004 No 115 and Am 2018 No 70, Sch 4.92[1]. Schedule 2A also shows amendments up to 2013.
2024 substitution: s 17 delegation update Subst 2024 No 66, Sch 3[1]; s 18 amended Subst 2024 No 66, Sch 3[2]; Schedule 1 and s 17 reflect 2024 amendments to delegation powers.
How the amendments shift the Act’s mechanics
Governance composition and standardisation. The 2015 and earlier reforms progressively standardised Council composition, added external member requirements, and introduced constitution rules and election rule public availability (ss 9B, 30(1C); Schedule 1).
Duties and accountability. The 2004 inserts of Schedule 2A and removal procedures (ss 21F-21G) created a statutory duty regime for Council members and a formalised removal process for breaches.
Commercial and financial frameworks. The 2001 and 2014 amendments introduced the commercial activities division, Guidelines, Register and Ministerial reporting/referral powers (ss 21A-21E), and modernised investment powers and funds manager provisions (Schedule 2 cl 2A, cl 3).
Interaction with public sector oversight. Amendments in 2018 and later emphasised interaction with Government Sector Finance and Audit statutes and made explicit the operation of Ombudsman Act oversight (s 17A).
The Act thus evolved from a campus and university constitution instrument into a governance framework integrating commercial activity controls, statutory member duties and enhanced external oversight. The marginal notes and amendment annotations in each relevant provision are the only source evidence of timing and scope of these changes available in the text.
Litigation history
The text supplied contains no judicial decisions, case citations or litigation history arising under the Act. The Act itself contains provisions that anticipate disputes and oversight but does not record any judicial interpretation or appellate decisions. The following points are therefore drawn strictly from the statutory text rather than any case law.
The Act anticipates administrative and legal disputes by providing procedural mechanisms for removal of members (s 21G), ministerial determinations in transitional matters (Schedule 3 cl 28), and preservation of rights and obligations on transfer of assets and staff (Schedule 3 Part 2-3). These procedural safeguards and ministerial decision points create potential loci for litigation, but no case law is contained in the instrument.
The Act foresees oversight by independent investigative bodies (the Ombudsman and Auditor‑General) and requires reporting on recommendations by those offices (s 17B). While these offices may generate reports that lead to remedial action, no judicial outcomes are recorded in the text.
Because the Act contains provisions protecting Council members from personal civil liability for acts done in good faith in executing the Act (Schedule 1 cl 5), litigation directly against individual members is limited by statute to cases where good‑faith protection does not apply. The text does not describe judicial application of that protection.
If one requires litigation history, judgments, or precedents interpreting the duties in Schedule 2A, the scope of Council powers under s 16 or the property provisions in s 18-19, the statutory text as provided does not supply such material. Research in case law databases and court records would be necessary to identify any judicial consideration or interpretation of these provisions.
Gotchas
The Act contains several features that create operational or legal traps if not actively managed. These are matters that can cause unintended exposure, delay or constrained discretion unless the University and Council adopt explicit policies and processes.
Ministerial approvals and Crown land constraints
Relevant land threshold and approvals: “Relevant land” is defined as land acquired from the State at nominal or less than market value (s 18(6)). The Council must obtain Ministerial approval to sell, mortgage, charge or lease relevant land (s 18(3)). Although there are lease exceptions (s 18(4)), mischaracterising a parcel as non‑relevant land or failing to secure approval risks invalid transactions or Ministerial intervention.
Crown‑vested property: Where property is vested in the Crown or a Minister, the Council has management but cannot alienate the land and is subject to the Minister’s control and direction (s 19(1), (2), (5)). The Council may lease Crown‑vested land on the Crown’s behalf, but leases exceeding 21 years require Ministerial approval and must include non‑assignment and other conditions (s 19(3)-(4)). Missteps here can breach public land management constraints.
Commercial activity oversight and disclosure obligations
Council‑determined Guidelines and Register: The Council must determine Guidelines and maintain a Register of University commercial activities (s 21B(1), s 21C(1)). Failure to document feasibility, due diligence, governance arrangements, or to record parties and meetings, may expose transactions to Ministerial requests for reports (s 21D) or referrals to the Auditor‑General or Ombudsman (s 21E).
Minister referrals: The Minister may refer matters to the Auditor‑General or Ombudsman even if the Council has reported (s 21E). That creates residual political and administrative risk for commercial ventures even if internal processes are followed.
Conflict disclosure and the breadth of “associate”
Disclosure obligations require the nature of material interests to be disclosed as soon as possible (Schedule 2A cl 5(1)). The associate definition includes “friend” and other persons known to the member for reasons other than University connection or public reputation (cl 5(10)(c)). This breadth can capture relationships that Council members might not intuitively consider material. Failure to disclose according to the statutory standard can give rise to removal proceedings and reputational harm.
Delegation limits and sub‑delegation rules
The Council may delegate functions but delegates may not sub‑delegate unless the Vice‑Chancellor is authorised and sub‑delegates to specified categories (s 17(2)-(3)). Improper sub‑delegation may render actions invalid or expose the University to challenge.
By‑laws require Governor approval; rules by Council have differing force
By‑laws have no effect unless approved by the Governor (s 29(2)). The Council may only delegate rule‑making for specified matters; election rules are subject to stricter public availability requirements and must be consistent with democratic practice (s 30(1A)-(1C)). Implementing regulations without securing required approvals may produce invalid governance instruments.
Removal thresholds and procedural safeguards
Removal for breach of duty requires two‑thirds majority at a meeting with prior notice (s 21G). The Chancellor or Deputy Chancellor require two consecutive meetings’ two‑thirds majority for removal by no confidence (s 12A(2)). These high procedural thresholds are protective of officeholders but can impede swift remedial action where urgent intervention is needed.
Financial and investment operational exposures
Investment common funds and funds manager rules allow flexibility (Schedule 2 cl 2A-3), but investments remain subject to any express trust terms (cl 4). Bringing trust funds into a common fund does not disturb the underlying trust; improper mixing or misallocation may breach trust obligations.
Although the Act grants broad borrowing and investment powers (s 16(1)(d)-(e)), the stamp duty exemption (s 23A) may be conditional on Treasurer direction; assuming an automatic exemption without Treasury confirmation could prompt unexpected duty liabilities.
Transitional and transfer clauses
Transfer of assets and staff in Schedule 3 vests assets by force of clause without conveyance and preserves rights and obligations; however, the Minister may direct which assets constitute a former campus and the Minister’s certificate is conclusive evidence for such determinations (Schedule 3 cl 15-16, 28). That places substantial reliance on Ministerial determinations during transitions and can create uncertainty for counterparties and staff if consultations under those clauses are not properly recorded.
Public transparency obligations
The Council must make election rules readily available to the public (s 30(1C)) and keep the Register entries and conflict disclosure book available (Schedule 2A cl 5(3)). Operational failure to publish may expose the Council to scrutiny and affect legitimacy of elected member appointments.
In practice, the principal “gotchas” arise where statutory approvals, disclosure and publication obligations intersect with commercial ambitions, Crown land constraints and trust conditions. The mechanics in the Act require careful procedural compliance and documentation to avoid administrative or legal invalidity.
How to comply
This section provides an action‑oriented checklist, grounded in the Act’s specific provisions, for the Council, University officers and compliance teams. The advice is procedural and statutory; it does not substitute for legal advice tailored to particular transactions.
Governance structuring and membership management
Determine total Council membership within statutory bounds (minimum 11, maximum 22) by resolution passed by at least two‑thirds of members and notify the Minister in writing within seven days (s 9B(1)-(2), (8)). Ensure the Council composition satisfies the majority‑external requirement (s 9B(6)) and no single category constitutes a majority (s 9B(7)).
Maintain records of member qualifications to satisfy s 9C, which requires at least two members with financial expertise and at least one with commercial expertise. Document evidence of relevant qualifications and senior experience.
By‑laws, rules and election procedures
Draft by‑laws required under s 29 for management, elections, fees, academic and student regulation, and ensure Governor approval before they take effect (s 29(1)-(2)). Maintain versions and correspondence with Government for approvals.
Where the by‑laws empower rules, ensure election rules (s 30(1A)) are consistent with sound and democratic electoral practices and make any election rule readily available to the public promptly upon adoption (s 30(1B)-(1C)). Publish by‑laws and election rules on the University’s website or by other readily accessible means.
Council duties and conduct
Implement an induction and development program for Council members and adopt a statement of primary responsibilities as required by s 16(1B)(k)-(l).
Adopt written protocols for disclosure of material interests in line with Schedule 2A cl 5: mandate timely disclosures at meetings, record particulars in the disclosure book, and maintain public access protocols for inspection and reasonable fees (cl 5(3)). Ensure councillors understand the broad associate definition (cl 5(10)).
Establish processes for excluding members with disclosed material interests from deliberations and votes, and for the Council to determine exceptions when appropriate (cl 5(4)-(5)).
Commercial activity governance
Adopt and maintain Guidelines under s 21B by Council resolution, containing mandated elements: feasibility and due diligence assessments, governance structures, risk assessment, delegation regulation and conflict protocols (s 21B(1)-(3)). Document approval minutes and make Guidelines available to auditors and oversight bodies.
Maintain the Register of University commercial activities as required by s 21C(1). For each activity, record the description, participating parties, appointments to governing bodies, minutes of approval meetings, and any other details the Guidelines require. Retain documentary evidence of compliance with due diligence and risk assessments.
Prepare to respond to Ministerial requests promptly under s 21D, and establish a compliance calendar to ensure timely reporting. Build templates for Ministerial reports and a secure process to extract Register entries.
Interaction with external oversight
Ensure the University’s annual report includes a section addressing action taken on recommendations from the Ombudsman or Auditor‑General relating to the Council or University and noting whether recommendations relate to Ministerial referrals or University commercial activities (s 17B).
Maintain contemporaneous records of due diligence, procurement, financial approvals, and conflict-of-interest checks to facilitate Auditor‑General inquiries or Ombudsman investigations. Coordinate with legal counsel on document preservation and disclosure obligations.
Property transactions and Crown land
Before selling, mortgaging, charging or leasing “relevant land” acquired at nominal or below market value, seek Ministerial approval under s 18(3). Maintain property acquisition documentation to establish whether land is “relevant land” under s 18(6).
For Crown‑vested property (s 19), check whether leases require Ministerial approval, especially if term plus options exceed 21 years, and include required conditions such as non‑assignment clauses and Minister‑approved terms. Obtain legal advice to reconcile trust conditions attached to vested assets.
Investment and funds management
If engaging a funds manager, execute clear written mandates consistent with Schedule 2 cl 2A and ensure the funds manager’s permitted investments are properly documented. Monitor funds manager performance and compliance with the University’s investment policy.
For investment common funds (Schedule 2 cl 3), adopt formal valuation, distribution and capitalisation policies and keep records to track each participating fund’s attributable value and income distributions. Respect any express conditions of trust (cl 4).
Delegation framework
Record all delegations under s 17 in a delegations register. Ensure the Council retains non‑delegable powers and that any delegation authorises sub‑delegation only as permitted by s 17(3). Where the Vice‑Chancellor is authorised to sub‑delegate, ensure authorisation is explicit and sub‑delegations are to approved categories.
Staff and student transitions
For transferred staff, preserve terms and conditions, calculate leave entitlements as prescribed (Schedule 3 Part 2 cl 6-8) and handle superannuation contributions consistent with Schedule 3 cl 7. Prepare templates for transfer communications and maintain records of any staff consents or elections regarding superannuation changes.
For students affected by transfers, document arrangements with the University of New England to allow course completion (Schedule 3 cl 22(2)(a)), and have credit transfer policies to give effect to cl 22(3).
Record keeping, publication and transparency
Make by‑laws, rules and Guidelines readily accessible. Publish Council minutes on governance matters that are not confidential, and maintain a secure register of confidences and redactions only where legal advice supports nondisclosure.
Ensure the disclosure book required by Schedule 2A cl 5(3) is maintained and available for inspection under specified conditions.
Risk management and insurance
Adopt insurance and indemnity arrangements consonant with Schedule 1 cl 5 protections but ensure professional indemnity and directors and officers insurance cover gaps where statutory protections do not apply, especially where “good faith” might be in dispute.
Legal and compliance reviews
Schedule periodic legal reviews of by‑laws, Guidelines and the Register to ensure consistency with legislative amendments and public sector audit expectations. Keep evidence of minutes and approvals for at least the retention period recommended by auditors.
Executing the above steps will not eliminate all legal risk but will align the University’s administrative practices with the statutory requirements in the Act, create defensible records for audits and oversight, and reduce the likelihood of procedural error in property, commercial and governance decisions.
Part 2 Constitution and functions of the University
Part 2 Constitution and functions of the University
4 Establishment of University
4 Establishment of University
4 Establishment of University
A University is established by this Act, consisting of—
(a) a Council, and
(b) the professors and full-time members of the academic staff of the University and such other members or classes of members of the staff of the University as the by-laws may prescribe, and
(c) the graduates and students of the University.
5 Incorporation of University
5 Incorporation of University
5 Incorporation of University
The University is a body corporate under the name of the Southern Cross University.
6 Object and functions of University
6 Object and functions of University
6 Object and functions of University
(1) The object of the University is the promotion, within the limits of the University’s resources, of scholarship, research, free inquiry, the interaction of research and teaching, and academic excellence.
(2) The University has the following principal functions for the promotion of its object—
(a) the provision of facilities for education and research of university standard, having particular regard to the needs of the north coast region of the State,
(b) the encouragement of the dissemination, advancement, development and application of knowledge informed by free inquiry,
(c) the provision of courses of study or instruction across a range of fields, and the carrying out of research, to meet the needs of the community,
(d) the participation in public discourse,
(e) the conferring of degrees, including those of Bachelor, Master and Doctor, and the awarding of diplomas, certificates and other awards,
(f) the provision of teaching and learning that engage with advanced knowledge and inquiry,
(g) the development of governance, procedural rules, admission policies, financial arrangements and quality assurance processes that are underpinned by the values and goals referred to in the functions set out in this subsection, and that are sufficient to ensure the integrity of the University’s academic programs.
(3) The University has other functions as follows—
(a) the University may exercise commercial functions comprising the commercial exploitation or development, for the University’s benefit, of any facility, resource or property of the University or in which the University has a right or interest (including, for example, study, research, knowledge and intellectual property and the practical application of study, research, knowledge and intellectual property), whether alone or with others,
(a1) without limiting paragraph (a), the University may generate revenue for the purpose of funding the promotion of its object and the carrying out of its principal functions,
(b) the University may develop and provide cultural, sporting, professional, technical and vocational services to the community,
(c) the University has such general and ancillary functions as may be necessary or convenient for enabling or assisting the University to promote the object and interests of the University, or as may complement or be incidental to the promotion of the object and interests of the University,
(d) the University has such other functions as are conferred or imposed on it by or under this or any other Act.
(4) The functions of the University may be exercised within or outside the State, including outside Australia.
s 6: Subst 2001 No 101, Sch 6 [2]. Am 2014 No 43, Sch 1.3 [1].
7
7 (Repealed)
7
s 7: Rep 1999 No 85, Sch 1.23 [1].
8 Facilities for students, staff and others
8 Facilities for students, staff and others
8 Facilities for students, staff and others
The University may, for the purposes of or in connection with the exercise of its functions, provide such facilities for its students and staff and other members of the university community as the University considers desirable.
s 8: Subst 2001 No 101, Sch 6 [3].
Part 3 The Council, authorities and officers of the University
Part 3 The Council, authorities and officers of the University
Part 3 The Council, authorities and officers of the University
Division 1 The Council
Division 1 The Council
Division 1 The Council
pt 3, div 1, hdg: Ins 2015 (97), Sch 1 [1].
9 Definitions
9 Definitions
9 Definitions
In this Division—
appointed member means a Council appointed member or a Ministerially appointed member.
categories of members—see section 9B (3).
constitution rules—see section 9B (4).
Council appointed member—see section 9F.
elected member—see section 9D.
external person means a person other than a member of the academic or non-academic staff of the University or an undergraduate or graduate student of the University.
graduate member—see section 9E.
Ministerially appointed member—see section 9G.
official member—see section 9H.
s 9: Subst 2015 (97), Sch 1 [1].
9A The Council
9A The Council
9A The Council
(1) There is to be a Council of the University.
(2) The Council is the governing authority of the University and has the functions conferred or imposed on it by or under this Act.
(3) Schedule 1 has effect in relation to the members and procedure of the Council.
ss 9A–9H: Ins 2015 (97), Sch 1 [1].
9B Size of Council
9B Size of Council
9B Size of Council
(1) The Council is to consist of a minimum of 11, and a maximum of 22, members.
(2) The total number of members is to be determined from time to time by a resolution passed by at least two-thirds of the members of the Council (the total number of members).
(3) The Council is to include the following categories of members—
(a) official members,
(b) elected members,
(c) Council appointed members,
(d) Ministerially appointed members.
(4) Subject to subsection (6), the number of members (other than official members) in each category is to be prescribed by rules made by the Council (in this Division called the constitution rules).
(5) A rule for the purposes of subsection (4) may be made only by a resolution passed by at least two-thirds of the members of the Council.
(6) The majority of the total number of members must be external persons.
Note—
Depending on the circumstances, the Chancellor may be counted as an external person for the purposes of subsection (6).
(7) The number of members in any one category of members must not at any time constitute a majority of the total number of members.
(8) The Council must give the Minister written notice of the terms of any resolution passed under this section within 7 days after it is passed.
ss 9A–9H: Ins 2015 (97), Sch 1 [1].
9C Qualifications and experience of members
9C Qualifications and experience of members
9C Qualifications and experience of members
(1) Of the members of the Council—
(a) at least 2 must have financial expertise (as demonstrated by relevant qualifications and by experience in financial management at a senior level in the public or private sector), and
(b) at least one must have commercial expertise (as demonstrated by relevant experience at a senior level in the public or private sector).
(2) All appointed members must have expertise and experience relevant to the functions exercisable by the Council and an appreciation of the object, values, functions and activities of the University.
ss 9A–9H: Ins 2015 (97), Sch 1 [1].
9D Elected staff and student members
9D Elected staff and student members
9D Elected staff and student members
(1) The constitution rules are to prescribe the number of persons to comprise the following categories of members—
(a) elected (academic staff) members,
(b) elected (non-academic staff) members,
(c) elected (student) members.
Note—
There may also be elected (graduate) members if the constitution rules so provide—see section 9E.
(2) Of the members elected under this section—
(a) at least one must be a member of the academic staff of the University elected by members of the academic staff, and
(b) at least one must be a member of the non-academic staff of the University elected by members of the non-academic staff, and
(c) at least one must be a student of the University who—
(i) is not employed on a full-time basis (or on such other basis as the by-laws may prescribe) as a member of the academic or non-academic staff of the University, and
(ii) is elected by the students of the University.
(3) The members referred to in subsection (2) (a)–(c) are—
(a) to have such qualifications as may be prescribed by the by-laws, and
(b) to be elected in the manner prescribed by the by-laws.
ss 9A–9H: Ins 2015 (97), Sch 1 [1].
9E Graduate members
9E Graduate members
9E Graduate members
(1) At least one member of the Council, or such greater number of members as may be prescribed by the constitution rules, must be external persons who are graduates of the University.
(2) The constitution rules may provide for the persons referred to in subsection (1) to become members of the Council in any one or more (or combination) of the following ways—
(a) by election as elected (graduate) members in the manner prescribed by the by-laws,
(b) by appointment by the Council under section 9F,
(c) by appointment by the Minister under section 9G.
(3) A rule providing for the appointment of a member by the Minister under section 9G may be made only with the approval of the Minister.
(4) The members referred to in subsection (1) are to have such qualifications (if any) as may be prescribed by the by-laws.
ss 9A–9H: Ins 2015 (97), Sch 1 [1].
9F Council appointed members
9F Council appointed members
9F Council appointed members
(1) The Council may appoint as members of the Council such number of external persons as is prescribed by the constitution rules for the category of Council appointed members.
(2) The by-laws are to prescribe the procedures for the nomination of persons for appointment under this section.
ss 9A–9H: Ins 2015 (97), Sch 1 [1].
9G Ministerially appointed members
9G Ministerially appointed members
9G Ministerially appointed members
(1) The Minister may appoint as members of the Council 2 external persons, or such greater number of external persons (not exceeding 6) as is prescribed by the constitution rules for the category of Ministerially appointed members.
(2) The Minister may not appoint a member of the Parliament of New South Wales, the Parliament of the Commonwealth or another State or the Legislative Assembly of a Territory as a Ministerially appointed member.
(3) Without limiting the discretion of the Minister under subsection (1), the Council may suggest to the Minister persons who the Council considers would be appropriate for appointment by the Minister.
ss 9A–9H: Ins 2015 (97), Sch 1 [1].
9H Official members
9H Official members
9H Official members
The official members of the Council are the following—
(a) the Chancellor,
(b) the Vice-Chancellor,
(c) the person for the time being holding the office of presiding member of the Academic Board (if the person is not the Vice-Chancellor) or of deputy presiding member of the Academic Board (if the presiding member is the Vice-Chancellor).
ss 9A–9H: Ins 2015 (97), Sch 1 [1].
10 Term of office
10 Term of office
10 Term of office
(1) Subject to this Act, a member of the Council holds office as follows—
(a) in the case of an official member, while the member holds the office by virtue of which he or she is a member,
(b) in the case of a Ministerially appointed member or Council appointed member, for such term (not exceeding 4 years) as may be specified in the member’s instrument of appointment,
(c) in the case of an elected member other than an elected (graduate) member, for such term (not exceeding 2 years) as may be prescribed by the by-laws,
(d) in the case of an elected (graduate) member, for such term (not exceeding 4 years) as may be prescribed by the by-laws.
(2) The need to maintain an appropriate balance of experienced and new members on the Council must be taken into account—
(a) by the Council, when making the by-laws required under this section, and
(b) by the Minister and the Council, when appointing members to the Council.
(3) A person must not be appointed or elected to serve more than 12 consecutive years of office (unless the Council otherwise resolves in relation to the person).
s 10: Am 1999 No 85, Sch 1.23 [2] [3]. Subst 2004 No 115, Sch 3 [2]. Am 2005 No 98, Sch 2.53. Subst 2015 (97), Sch 1 [1].
Division 2 Other officers and bodies
Division 2 Other officers and bodies
Division 2 Other officers and bodies
pt 3, div 2, hdg: Ins 2015 (97), Sch 1 [1].
11 Chancellor
11 Chancellor
11 Chancellor
(1) The Council is to elect a person (whether or not a member of the Council) to be the Chancellor of the University, and is to do so—
(a) at its first meeting or as soon as practicable thereafter, and
(b) whenever a vacancy in the office of Chancellor occurs.
(2) The Chancellor, unless he or she sooner resigns or is r
This is an opening excerpt, not the complete document.